Caesars Receives Notice of Default From Bondholder Group

Bondholders sent a unit of Caesars Entertainment Corp. a notice of default, intensifying a battle with the largest owner of casinos in the U.S.

The notice was sent June 5 by investors owning at least 30 percent of Caesars Entertainment Operating Co. second-lien, 10 percent bonds due in 2018, according to a filing by Caesars yesterday. The creditors said the company defaulted on its obligations by transferring assets, such as Bally’s Las Vegas hotel, to an affiliate, and by removing the parent company’s guarantee on the operating unit’s debt. There are $3.7 billion of the notes outstanding, according to a filing.

The notice escalates the conflict between Las Vegas-based Caesars, purchased in a 2008 buyout by Apollo Global Management LLC and TPG Capital, and some of its creditors. The company, which has $23.4 billion in debt outstanding, said the asset transfers followed a rigorous, independent process designed to provide liquidity crucial to its business.

“We will not allow our company, our employees and the communities in which we operate to be held hostage by a minority of holders whose interests are contrary to the long-term health of the company,” Gary Loveman, chairman and chief executive officer of Caesars, said in the filing.

The creditors’ action puts Caesars on notice that, if their concerns aren’t addressed, they could seek to exercise remedies under the loan documents, according to Brett Axelrod, co-chair of the financial restructuring practice at Fox Rothschild LLP in Las Vegas. Depending on the voting thresholds in the documents, the bondholders could file for receivership, file an involuntary bankruptcy proceeding or foreclose, she said.

Second-Lien Holders

“Although the indenture allows 30 percent of the holders of a relevant issue to give notice of defaults, the notice delivered yesterday was given by holders of more than 50 percent of the largest issue of Caesars Entertainment Operating Co. second-lien notes,” Bruce Bennett, an attorney for the bondholders at Jones Day in Los Angeles, said in a June 6 statement.

Caesars is one of the biggest casino operators on the Las Vegas Strip, and the largest in Atlantic City, New Jersey, where it has entered the new online gambling market. The company has been adding amenities, including a Ferris Wheel and a mall, in Las Vegas and renovating some of its hotels there.

At the same time, the company has bought back, refinanced and extended debt maturities while shifting assets into entities with less debt, including Caesars Growth Partners LLC.

Shares Drop

Caesars last month sold a 5 percent stake in Caesars Entertainment Operating Co., its largest and most-indebted subsidiary, to outside investors for $6 million. The company said that gave it the ability to remove a guarantee to bondholders on the parent company’s assets, a move analysts said weakens creditors’ negotiating power in a restructuring.

Caesars, based in Las Vegas, fell 3 percent to $17.91 yesterday in New York. The stock has fallen 17 percent this year.

The operating unit’s 10 percent, second-lien debt traded at 42.5 cents on the dollar yesterday in New York, prior to the filing, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. That price was unchanged from June 5. The unit’s $1.5 billion of 9 percent, first-lien bonds dropped 0.5 cent on the dollar to 84 cents, according to Trace.

The filing named 13 investors, including Appaloosa Management LP, Oaktree Capital Group LLC, Canyon Capital Advisors LLC, Caspian Capital LP and Contrarian Capital Management LLC, according to a person familiar with the document who was not authorized speak publicly.

Fighting Back

Andrea Williams, a spokeswoman at Los Angeles-based Oaktree, declined to comment, as did Nazan Riahei, who represents Canyon at Brunswick Group. Calls to Appaloosa, Caspian and Contrarian weren’t returned.

Teri Charest, a spokeswoman for U.S. Bancorp, whose US Bank NA unit acts as a trustee for Caesars’ bonds, declined to comment via e-mail.

The creditors’ move also creates a risk to bondholders that Caesars withholds interest payments on the 10 percent notes and files for bankruptcy, according to Barbara Cappaert, an analyst at KDP Investment Advisors Inc.

“Bondholders are fighting back with whatever they can in order to better position themselves in an inevitable debt restructuring,” Cappaert wrote in a report. “Clearly the wheels are in motion for restructuring talks, even if they are starting out on a contentious note.”

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